OCUGEN, INC. Form 8-K (April 14, 2021)

Summary

Current report on Form 8-K of Ocugen, Inc., dated April 14, 2021, filed under Item 5.07. It states that the Special Meeting of Stockholders of March 16, 2021 was adjourned to April 14, 2021 solely for the vote on Item 1, an amendment to increase authorized common stock. At the reconvened meeting, 114,987,509 shares, or 61.15% of the common stock outstanding on the February 11, 2021 record date, were represented. Stockholders approved the increase in authorized shares from 200 million to 295 million (95,137,415 votes for, 18,977,400 against, 872,694 abstentions).

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15
(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event
Reported): April 14,
2021

OCUGEN, INC.

(Exact Name of Registrant as Specified in
its Charter)

Delaware | 001-36751 | 04-3522315
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number)

263 Great Valley Parkway

Malvern , Pennsylvania 19355

( 484 ) 328-4701

(Addresses, including zip code, and telephone
numbers, including area code, of principal executive offices)

N/A

(Former Name or Former Address, if Changed
Since Last Report)

Check the appropriate box below if the Form 8–K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ | Soliciting
material pursuant to Rule 14a–12 under the Exchange Act (17 CFR 240.14a–12)
¨ | Pre–commencement
communications pursuant to Rule 14d–2(b) under the Exchange Act (17 CFR 240.14d–2(b))
¨ | Pre–commencement
communications pursuant to Rule 13e–4(c) under the Exchange Act (17 CFR 240.13e–4(c))

Securities registered pursuant to Section
12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.01 par value per share | OCGN | The Nasdaq Stock Market LLC (The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging
growth company ¨

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On March 16, 2021, Ocugen, Inc. (the “ Company ”)
held a Special Meeting of Stockholders (the “ Special Meeting ”) virtually. The Company adjourned the Special Meeting
to April 14, 2021, solely with respect to the voting on Item 1, the approval and adoption of an amendment to the Company’s
Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.01 (the
“ Common Stock ”) (“ Item 1 ”), in order to provide stockholders with additional time to consider and
vote on such proposal. At the reconvened Special Meeting (the “ Reconvened Meeting ”) on April 14, 2021, a total of 114,987,509
shares of the Company’s Common Stock, or 61.15% of the Common Stock outstanding as of February 11, 2021, the record date for
the Special Meeting, were represented virtually or by proxy.

The following is a brief description of the final
voting results for each of the proposals submitted to a vote of the stockholders at the Reconvened Meeting on April 14, 2021.

Item 1 — Approval and Adoption of an Amendment
to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 200 million to 295 million . The
stockholders approved the proposal to increase the number of authorized shares of common stock from 200 million to 295 million. The voting
results were as follows:

Votes For | Votes Against | Abstentions
95,137,415 | 18,977,400 | 872,694

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 14, 2021

OCUGEN, INC.
By: | /s/ Shankar Musunuri
Name: Shankar Musunuri
Title: Chief Executive Officer and Chairman

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